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1.1 Thanks for using ProWritingAid.com and related services ("Services"). These ProWritingAid Terms of Service ("Terms") describe your rights and responsibilities as a customer of ProWritingAid.
1.2 These Terms are between you ("you") and Orpheus Technology Ltd ("Orpheus", "we" or "us"). By registering for the Services you are agreeing to be bound by the following Terms. Please read these Terms before using the Services. If you do not agree to these Terms, you may not register for the Services.
1.3 These Terms shall govern all documents related to orders of our Services, including any online, email, or in-app ordering processes that are agreed between you and Orpheus (each an "Order"). Each agreed Order shall incorporate these Terms.
1.4 IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ITS AFFILIATES AND ALL USERS WHO ACCESS OUR SERVICES THROUGH YOUR ACCOUNT TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY, ITS AFFILIATES AND USERS ASSOCIATED WITH IT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
1.5 If we make material changes to these Terms, we’ll let you know either through the site or via email (at the email address you provide). If you do not agree to those changes, you may send a request to cancel your account to support@prowritingaid.com. If we do not hear from you within ten days, the revised terms will apply to you.
2.1 Subject to the terms and conditions agreed in each Order, Orpheus grants you access to its writing assistant software which is offered as software-as-a-service as well as any related websites, services, applications, learning content, and features as specified in the Order ("Services"). Orpheus may offer free-of-charge services with limited functionalities ("Free Services") or services against payment of Service Fees with certain agreed functionalities ("Paid Services"), each as specified in the Order.
2.2 Orpheus may implement new versions and upgrades of Paid Services including, but not limited to, modifications to the design, operational method, technical specifications, systems, and other functions of Paid Services, at any time in accordance with applicable law, in particular to the extent that such changes are necessary to maintain the contractual compliance of Paid Services or for compelling technical, economic or legal reasons.
2.3 Orpheus may downgrade, limit or otherwise modify Free Services at any time without notice. Subject to Clause 9, Orpheus shall have no obligations with regard to any guarantee, indemnity, Maintenance or Support and availability pertaining to Free Services. Free Services are not a guarantee of (future) product features of Paid Services.
2.4 Orpheus may grant you access to Paid Services free-of-charge or at reduced Service Fees as part of a trial evaluation for a period determined by Orpheus in its sole discretion ("Trial Use"). Orpheus may downgrade, limit or otherwise modify the Services provided for Trial Use at any time without notice. Subject to Clause 9, Orpheus shall have no obligations with regard to any guarantee, indemnity, Maintenance or Support and availability pertaining to Trial Use. Orpheus may revoke or terminate any Trial Use at any time without giving prior notice to you. Trial Use is not a guarantee of (future) product features. Subject to the terms and conditions agreed in the Order, Trial Use of Services may end and shall then automatically transform into regular Paid Services.
2.5 Orpheus may retain subcontractors, including third-party software suppliers, for the performance of any of its obligations under any Order at any time.
2.6 You must pay the fees for Paid Services as specified in the Order in accordance with the terms therein (the "Service Fees").
3.1 ProWritingAid is designed for use by adults. You must be thirteen years of age or older to use it. If we learn that we have collected personal information from a child under the age of thirteen, we will delete that information as quickly as possible. If you believe that we might have any information from a child under the age of thirteen, please contact us at hello@ProWritingAid.com. When you use the site, you represent and warrant that you have the legal capacity to form a binding contract with us, and are doing so by your agreement to these terms.
4.1 Subject to Clause 4.2, we never use or access your content unless you specifically permit us to or where it’s required in order to comply with the law. For grammar checking, once checking has been completed, all submitted texts and their improvements will be deleted. When using ProWritingAid, your texts will not be used to improve the quality of our services. Beware: other providers do not take this approach, and you may granting them rights to use your content as they wish. We use texts hand corrected by professional copyeditors to train our algorithms to ensure that our data is of the highest quality.
4.2 For the provision of selected services, we use a third-party service provider. In this case, your text may be retained for the purposes of improving the service. We understand this is not ideal, and we hope to remove this exception in the future. Where this is the case, we explicitly notify you of this and gain your consent to this sharing. Business users of Paid Services who wish to prevent their users from using third-party services can ask us to do so by contacting their assigned relationship manager or our customer support.
4.3 We own our stuff; you own yours.
4.4 You retain ownership of all content you post, upload to, or otherwise share on the site.
4.5 All ProWritingAid content, the selection, compilation, arrangement and presentation of all materials, and the overall design of the site are copyrighted by us, and are protected by US and international laws. Use of our content without our express prior written permission is strictly prohibited.
5.1 ProWritingAid deals with copyright infringement in accordance with the Digital Millennium Copyright Act (DMCA).
5.2 You may not post, upload, or otherwise place any content or information on the site that belongs to a third party, unless you have the legal right to do so. If you believe that any such information or content has been posted on the site, please send a notice of copyright infringement containing the following information to the designated agent at the address below:
5.3 Upon notification of claimed infringement, we will respond expeditiously to remove, or disable access to, the material that is claimed to be infringing or to be the subject of infringing activity. We will also notify the person who posted, uploaded, or otherwise placed the allegedly infringing material on the site that we have removed or disabled access to such material.
5.4 If you believe that material has been removed improperly, you must send a written counter notification to the agent, and include:
6.1 ProWritingAid is designed to help people write and collaborate together; as such, we have some ground rules which you must adhere to when using the site. You agree not to do any of the following:
6.2 If it appears you have violated any of these rules, we may, in our sole discretion, remove any offending material or immediately limit or terminate your account.
7.1 You can cancel your account at any time by sending an email to hello@ProWritingAid.com. If you like, you may export your documents prior to canceling your account. Upon canceling your account, your files will be marked for deletion in sixty days, and will be deleted upon expiration of that sixty-day period.
8.1 We will strive to prevent interruptions to the service and be good stewards of your data. However, the site and our services are provided on an "as is" and "as available" basis. We disclaim all warranties of any kind, whether express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement. We do not make any warranty that the site or our services will meet your requirements, or that the services will be uninterrupted, timely, secure, or error free, or that defects, if any, will be corrected. You understand that you download from or otherwise obtain content or services through the site at your own discretion and risk.
9.1 Under no circumstances — including, without limitation, negligence — shall we be liable for any direct, indirect, incidental, special or consequential damages, resulting from (1) the use or the inability to use the site; (2) the cost of procurement of substitute goods and services; (3) unauthorized access to or alteration of your transmissions or data; (4) loss of profits, use, data or other intangibles, even if we have been advised of the possibility of such damages. The foregoing shall not apply to the extent prohibited by applicable law.
10.1 You agree to indemnify, defend, and hold harmless us, our officers, directors, employees, members, partners, agents, and suppliers, and their respective affiliates, officers, directors, employees, members, shareholders, partners, and agents, from any and all claims and expenses, including attorneys’ fees, arising out of your use of the site, including but not limited to your violation of this agreement. We may, at our sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by us, however, shall not excuse any of your indemnity obligations.
11.1 We may at any time decide to alter, amend, modify, or terminate the site, any functionality or portion of it, all in our sole discretion, and you understand that there is no guarantee that the site or any portion or functionality of it will continue to operate or be available for any particular period of time.
12.1 These terms shall be governed by and construed in accordance with the laws of the England and Wales, without giving effect to its conflict of law provisions. You agree that you will bring any claim or cause of action arising out of your use of the site in the courts located within England, and you also agree to submit to the personal and exclusive jurisdiction of those courts. You agree that any claim or cause of action arising out of your use of the site or these terms must be filed within one year after such claim or cause of action arose or it shall be forever barred, notwithstanding any statute of limitations or other law to the contrary. If any provision contained in these terms is determined unenforceable, then such provision will be severed and replaced with a new provision that most closely reflects the intent of the original provision, and the remaining provisions of these terms will remain in full force and effect. No waiver of any provision of these terms shall be effective except pursuant to a written instrument signed by us expressly waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these terms and/or your use of the site. You may not assign any right, interest, or benefit provided under these terms or through the site without our express prior written consent. These terms set forth the entire agreement between you and us, and supersede any and all prior communications, agreements and proposals, whether electronic, oral or written, between you and us with respect to the site and our services. A printed version of these terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and/or your use of the site to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
12.2 Automated querying of ProWritingAid by any means is strictly prohibited, unless via a documented ProWritingAid API. Failure to comply may cause your access to ProWritingAid to be permanently blocked.
13.1 By using the Services, you understand that there may be copies of your text on the Internet or elsewhere which are not reported in the results. Orpheus Technology Ltd is not liable for any omission or inclusion in the results provided by the Services. The Services use a search engine index to find copies of your site, so they may miss text contained in Flash animations, images such as JPEG and GIF, movies such as QuickTime, or other formats that are not picked up by search engines. The Services may also miss new text on the Web that has not yet been indexed.
13.2 DISCLAIMER OF WARRANTIES AND LIABILITY. Due to the sources from which content in the Services is obtained, and the inherent hazards of electronic distribution, there may be delays, omissions or inaccuracies in such content and the Services. The Services and all information provided by Orpheus Technology Ltd are provided "as is". Use of the Services and any information received through it are entirely at your own risk. NEITHER ORPHEUS TECHNOLOGY LTD, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT SUPPLIERS OR LICENSORS WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, RELEVANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT AVAILABLE THROUGH THE SERVICES. ORPHEUS TECHNOLOGY SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR PART BY ITS NEGLIGENCE OR CONTINGENCIES BEYOND ITS CONTROL IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING THE SERVICE AND ANY CONTENT THROUGH ITS WEBSITES. IN NO EVENT WILL ORPHEUS TECHNOLOGY BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT ON THE SERVICES. ORPHEUS TECHNOLOGY SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.3 YOU AGREE THAT THE LIABILITY OF ORPHEUS TECHNOLOGY, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SERVICES OR THE CONTENT IN THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO ORPHEUS TECHNOLOGY FOR THE USE OF THE SERVICES IN THE 6 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. SUBSCRIBER SPECIFICALLY ACKNOWLEDGES THAT ORPHEUS TECHNOLOGY IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SUBSCRIBERS OR THIRD-PARTIES AND THAT THE RISK OF DAMAGES OR INJURY FROM THE FOREGOING RESTS ENTIRELY WITH SUBSCRIBER.
13.4 INDEMNIFICATION. Subscriber agrees to defend, indemnify and hold harmless Orpheus Technology, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of the Services by Subscriber or Subscriber's account.
14.1 A "Lifetime License" shall mean a License for the use of Paid Services granted to you by Orpheus with the proviso that it shall only terminate a) upon the end of your life, or b) if Orpheus ceases to provide the Services in their entirety, or c) if Orpheus ceases its business operations in their entirety. A Lifetime License is granted to you personally and the rights and obligations associated therewith shall not pass to your heirs. Orpheus may ask you to present proof of identification at any time.
14.2 Under any Order concluded for the granting of a Lifetime License, you are entitled to access the Service(s) agreed in such Order for as long as the respective Service(s) is/are offered and supported by Orpheus ("Lifetime License Term").
14.3 A Lifetime License shall only apply to Services defined in the applicable Order and shall not extend to any alternative or future services.
14.4 With regard to updates and modifications of Services under a Lifetime License, Clause 2.2 applies.
14.5 Neither Orpheus nor you may terminate any Order for a Lifetime License for convenience. Your and Orpheus’s right to immediately terminate any Order for a Lifetime License for good cause in accordance with Clause 11.4 shall remain unaffected.
15.1 To qualify for a free license through our referral program ("Referral License"), you must refer only valid customers ("Referred Customers"). We employ automated monitoring mechanisms to ensure that Referred Customers are only counted if they actually use the product. ProWritingAid reserves the right to review, investigate, and disqualify any Referral License that violates the Referral Program, such as attempting to gain a Referral License through self-referral, by using a different email address, or any other mechanism that is against the spirit of the Referral Program.
This document was last modified on 01-Dec-22
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